Consistent Tax Reporting Clause Samples

Consistent Tax Reporting. The Seller and the Buyer shall treat and report this Transaction in all respects consistently for purposes of any federal, state, local or foreign Tax. The parties hereto shall not take any actions or positions inconsistent with the obligations set forth herein.

Consistent Tax Reporting. The Members acknowledge and are aware of the income tax consequences of the allocations made by this Article 6 and hereby agree to be bound by the provisions of this Article 6 in reporting their shares of Net Income, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

Consistent Tax Reporting. None of the Parties nor any of their Affiliates will take any position on an applicable income Tax Return that is inconsistent with the treatment of the Recapitalization and the Merger as tax-free reorganizations under Section 368(a)(1)(E) and Section 368(a)(1)(F) of the Code, respectively, other than in connection with a Final Determination following a challenge by a Taxing Authority. The Parties acknowledge that NewCo and NewCo LLC intend to treat the Class B Common Stock and the Voting Units issued in connection with the transactions described in Articles 2, 3 and 4 hereof as having a fair market value equal to the par value of the Class B Common Stock. No Party shall take a position on any Tax Return that is inconsistent with such fair market value, other than in connection with a Final Determination following a challenge by a Taxing Authority.

Consistent Tax Reporting. (a) Except as otherwise agreed to in writing by the Sponsor, all Members, including former Members, shall report all Tax Items (including the character and timing of such Tax Items) related to a Series in a manner consistent with the manner in which such Tax Items are reported by such Series. (b) The Platform intends to treat each Series as a “separate business entity” within the meaning of § 301.7701-2(a) of the Treasury Regulations for federal income tax purposes with each Series eligible to make a separate entity classification election pursuant to § 301.7701-3 of the Treasury Regulations. The Sponsor shall have the authority to make an entity classification election with regard to each Series in the manner prescribed by the applicable Treasury Regulations. Each Member authorizes the Sponsor to make an entity classification election for each Series in the manner prescribed in the applicable Treasury Regulations and agrees to treat each Series in a manner consistent with the Sponsor’s entity classification for such Series for all federal income tax purposes, including any reporting requirements. Consistent with Section 3.6(a), the Sponsor shall furnish each Member of a Series with the information necessary for the Member to determine the entity classification of such Series for U.S. federal income tax purposes, and the Sponsor shall use its best efforts to furnish such information on a timely basis. (c) The Platform intends to treat the Platform (representing the aggregate of all Series) as a partnership that has no items of income, gain, loss, deduction or credit for federal income tax purposes. No party to this Agreement is authorized to make an entity classification election pursuant to § 301.7701-3 of the Treasury Regulations to treat the Platform (representing the aggregate of all Series) as a corporation or an association taxable as a corporation for federal income tax purposes. Each Member authorizes the Sponsor to make an entity classification election, as necessary, for the Platform (representing the aggregate of all Series) to be treated as a partnership for federal income tax purposes in the manner prescribed in the applicable Treasury Regulations and agrees to treat the Platform in a manner consistent with the Sponsor’s entity classification of the Platform for all U.S. federal income tax purposes, including any reporting requirements.

Consistent Tax Reporting. The parties agree for tax purposes to report the transactions contemplated by this Agreement, and to treat any subsequent related transactions or items, in a manner consistent in all respects with the terms and provisions of this Agreement. Each party shall cooperate with the other parties as appropriate for all relevant tax purposes relating to the transactions contemplated by this Agreement.

Consistent Tax Reporting. Except as otherwise agreed to in writing by the Board, all Members, including Former Members, shall report all Tax Items (including the character and timing of such Tax Items) related to the Company in a manner consistent with the manner in which such Tax Items are reported by the Company.

Consistent Tax Reporting. The status of the Physician under the terms of this Agreement is that of independent contractor. The Physician will file all reports and returns for tax purposes in a manner required by law and consistent with the terms of this Agreement. Because of the independent contractor status of the Physician, the District will not be responsible for the withholding of income taxes, nor for the payment of FICA taxes, nor for any insurance coverage or other similar benefits required by law to be provided for an employee. The Physician will not in any manner be part of any State retirement system.

Consistent Tax Reporting. Employee agrees that by making the election under Section 83(b) of the Code with respect to some or all of the Shares, Employee will be treated as the owner of such Shares as of the Award Date. Employee further agrees that it will report the Cash Payments as taxable compensation income in the year of the Award and that it will treat the Purchased Shares as if those Shares were purchased for the Note.

Consistent Tax Reporting. The Securityholders, the Company, the Surviving Corporation and the Buyer shall (a) treat and report the Transactions contemplated by this Agreement in all respects consistently with the provisions of this Agreement for purposes of any federal, state, local or foreign Tax and (b) not take any actions or positions inconsistent with the obligations of the parties set forth herein.